UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 27, 2009

AMKOR TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		000-29472		23-1722724
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)

(480) 821-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Amkor Technology, Inc. for the three and nine months ended September 30, 2009 and forward-looking statements relating to the fourth quarter of 2009 as presented in a press release dated October 27, 2009. The information in this Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Exhibit 99.1 discloses free cash flow for the three months ended September 30, 2009. Free cash flow (which we define as net cash provided by operating activities less purchases of property, plant and equipment) is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. We believe free cash flow to be relevant and useful information to our investors in assessing our financial operating results as this measure is used by our management in evaluating our liquidity, our ability to service debt and fund capital expenditures. However, this measure should be considered in addition to, and not as a substitute for, or superior to, cash flows or other measures of financial performance prepared in accordance with generally accepted accounting principles, and may not be comparable to similarly titled measures reported by other companies. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Text of Press Release dated October 27, 2009, which is furnished (not filed) herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 27, 2009

EXHIBIT INDEX:

Exhibit				Description
	99.1			Text of Press Release dated October 27, 2009

Exhibit 99.1

		News Release

Amkor Reports Third Quarter 2009 Results

CHANDLER, Ariz. – October 27, 2009 — Amkor Technology, Inc. (NASDAQ: AMKR), a leading provider of semiconductor assembly and test services, today reported its financial results for the quarter ended September 30, 2009.

Third quarter net sales of $616 million were up 22% sequentially from the second quarter of 2009 and down 14% from the third quarter of 2008. Third quarter net income was $81 million or $0.31 per diluted share, compared to $9 million or $0.05 per diluted share in the second quarter.

Net income for the third quarter of 2009 includes income tax benefits of $34 million or $0.12 per diluted share primarily from the release of a tax valuation allowance at our subsidiary in Korea. Net income for the third quarter of 2008 was $29 million, or $0.15 per diluted share. Net income for the third quarter of 2008 included a charge of $52 million or $0.25 per diluted share, relating to the resolution of a patent license dispute.

“We performed well in the third quarter, delivering strong results,” said Ken Joyce, chief executive officer of Amkor. “Net sales increased 22%, reflecting higher than typical seasonal growth, primarily driven by demand for communications and consumer applications. We achieved gross margin of 25% for the quarter, up sequentially from 20% in the second quarter of 2009, as we benefited from higher levels of capacity utilization and our earlier cost reduction efforts. As the global economy continues to improve, we are prudently investing in expanding capacity for our advanced interconnect technologies in close alignment with customer product roadmaps.”

“Looking ahead to the fourth quarter, we expect net sales to be flat, plus or minus 2%, from the third quarter of 2009 and gross margin of 23% to 25% based on current forecasts from our customers,” added Joyce.

“We generated $81 million in free cash flow in the third quarter and ended the quarter with a cash balance of $447 million and total debt of just under $1.5 billion,” said Joanne Solomon, Amkor’s chief financial officer. “During the third quarter, we repurchased $25 million of our 7.125% senior notes due 2011 and $49 million of our 7.75% senior notes due 2013. We have an aggregate of $86 million of debt coming due through the end of 2010, and the remaining $119 million of our 7.125% notes and 2.5% convertible notes mature in 2011.”

“Third quarter 2009 capital additions were $78 million. We expect capital additions for the fourth quarter to be approximately $70 million and approximately $200 million for the full year 2009 with full year capital intensity of approximately 9%. Our third quarter 2009 and planned capital additions are primarily related to expanding our capacity in response to increased levels of customer demand,” said Solomon.

Selected operating data for the third quarter of 2009 is included in a section before the financial tables.

Business Outlook

Based upon the latest available information, we have the following expectations for the fourth quarter of 2009:

	•		Net sales flat, plus or minus 2%, from the third quarter of 2009
	•		Gross margin between 23% and 25%
	•		Net income – in the range of $0.17 to $0.23 per diluted share

Conference Call Information

Amkor will conduct a conference call on October 27, 2009 at 5:00 p.m. eastern time. This call is being webcast and can be accessed at Amkor’s web site at www.amkor.com.  You may also access the call by dialing 888-561-1799.  A replay of the call will be made available at Amkor’s web site or by dialing 800-406-7325 (access passcode # 4169497). The webcast is also being distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors.  Individual investors can listen to the call through Thomson Financial individual investor center at www.companyboardroom.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents (www.streetevents.com).

About Amkor

Amkor is a leading provider of semiconductor assembly and test services to semiconductor companies and electronics OEMs. More information on Amkor is available from the company’s SEC filings and on Amkor’s website: www.amkor.com.

Forward-Looking Statement Disclaimer

This press release contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward-looking statements including, without limitation, statements regarding the following: expectations regarding net sales and gross margin in the fourth quarter of 2009; the expected dollar amount and focus of our capital additions and the expected level of capital intensity; and the statements made under Business Outlook including those regarding net sales, gross margin and net income.  These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements, including, but not limited to, the following:

	•		the highly unpredictable nature of the semiconductor industry;
	•		the effect of the global economy on credit markets, financial institutions, customers, suppliers and consumers;
	•		inability to achieve high capacity utilization rates;
	•		volatility of consumer demand for products incorporating our semiconductor packages;
	•		weakness in the forecasts of Amkor’s customers;
	•		customer modification of and follow through with respect to forecasts provided to Amkor;
	•		curtailment of outsourcing by our customers;
	•		our substantial indebtedness and restrictive covenants;
	•		failure to realize sufficient cash flow to fund capital additions;
	•		the effects of a recession in the U.S. and other economies worldwide;

	•		the highly unpredictable nature and costs of litigation and other legal activities and the risk of adverse results of such matters;
	•		worldwide economic effects of terrorist attacks, natural disasters and military conflict;
	•		our ability to reduce costs;
	•		competitive pricing and declines in average selling prices;
	•		timing and volume of orders relative to production capacity;
	•		fluctuations in manufacturing yields;
	•		competition;
	•		dependence on international operations and sales;
	•		dependence on raw material and equipment suppliers and changes in raw material costs;
	•		exchange rate fluctuations;
	•		dependence on key personnel;
	•		difficulties in managing growth;
	•		enforcement of intellectual property rights;
	•		environmental and other governmental regulations; and
	•		technological challenges.

Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect our operating results and financial condition are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2008 and in the company’s subsequent filings with the Securities and Exchange Commission made prior to or after the date hereof.  Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Contact:

   Joanne Solomon
   Corporate Vice President & CFO
   480-821-5000 ext. 5416
   joanne.solomon@amkor.com

AMKOR TECHNOLOGY, INC.

Selected Operating Data

		Q3 2009				Q2 2009				Q3 2008
Sales Data:
Packaging services:
Wirebond — leadframe			28	%			25	%			29	%
Wirebond — laminate			44	%			43	%			40	%
Flip chip and wafer level processing			17	%			20	%			20	%
Packaging services			89	%			88	%			89	%
Test services			11	%			12	%			11	%
Total sales			100	%			100	%			100	%
Packaged units (in millions):
Wirebond — leadframe			1,802				1,229				1,957
Wirebond — laminate			419				330				390
Flip chip and wafer level processing			126				134				157
Total packaged units			2,347				1,693				2,504
Net sales from top ten customers			54	%			54	%			49	%
Capacity utilization			82	%			66	%			86	%
End Market Distribution Data (an approximation based on a sampling of our largest customers):
Communications			50	%			49	%			42	%
Consumer			30	%			30	%			33	%
Computing			13	%			14	%			15	%
Other			7	%			7	%			10	%
Total			100	%			100	%			100	%

		Q3 2009				Q2 2009				Q3 2008
		(in millions, except per share data)
Earnings per Share Data:
Net income attributable to Amkor — basic		$	81			$	9			$	29
Adjustment for dilutive securities on net income:
Interest on 2.5% convertible notes due 2011, net of tax			—				—				1
Interest on 6.25% convertible notes due 2013, net of tax			2				—				2
Interest on 6.0% convertible notes due 2014, net of tax			4				4				—
Net income attributable to Amkor — diluted		$	87			$	13			$	32
Weighted average shares outstanding — basic			183				183				183
Effect of dilutive securities:
Stock options			—				—				1
2.5% convertible notes due 2011			3				—				13
6.25% convertible notes due 2013			13				—				13
6.0% convertible notes due 2014			83				83				—
Weighted average shares outstanding — diluted			282				266				210
Net income attributable to Amkor per common share:
Basic		$	0.44			$	0.05			$	0.16
Diluted		$	0.31			$	0.05			$	0.15

AMKOR TECHNOLOGY, INC.

Selected Operating Data (continued)

		Q3 2009				Q2 2009				Q3 2008
		(in millions)
Capital Investment Data:
Property, plant and equipment additions		$	78			$	27			$	92
Net change in related accounts payable and deposits			(36	)			—				34
Purchases of property, plant and equipment		$	42			$	27			$	126
Depreciation and amortization		$	74			$	77			$	79
Free Cash Flow Data:
Net cash provided by operating activities		$	123			$	96			$	173
Less purchases of property, plant and equipment			(42	)			(27	)			(126	)
Free cash flow*		$	81			$	69			$	47

AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
		(In thousands, except per share data)
Net sales		$	616,205			$	719,731			$	1,511,497			$	2,109,890
Cost of sales			461,589				590,700				1,206,455				1,645,776
Gross profit			154,616				129,031				305,042				464,114
Operating expenses:
Selling, general and administrative			53,619				60,467				156,132				193,357
Research and development			13,364				14,084				33,546				43,035
Gain on sale of real estate			(146	)			—				(146	)			(9,856	)
Total operating expenses			66,837				74,551				189,532				226,536
Operating income			87,779				54,480				115,510				237,578
Other (income) expense:
Interest expense, net			24,465				30,119				77,436				83,866
Interest expense, related party			3,813				1,562				9,187				4,687
Foreign currency loss (gain)			8,259				(23,026	)			2,161				(44,100	)
Loss (gain) on debt retirement, net			1,226				—				(15,658	)			—
Other income, net			(126	)			(256	)			(77	)			(955	)
Total other expense, net			37,637				8,399				73,049				43,498
Income before income taxes			50,142				46,081				42,461				194,080
Income tax (benefit) expense			(30,854	)			16,313				(25,940	)			26,551
Net income			80,996				29,768				68,401				167,529
Net income attributable to noncontrolling interests			133				613				407				1,146
Net income attributable to Amkor		$	80,863			$	29,155			$	67,994			$	166,383
Net income attributable to Amkor per common share:
Basic		$	0.44			$	0.16			$	0.37			$	0.91
Diluted		$	0.31			$	0.15			$	0.32			$	0.84
Shares used in computing per common share amounts:
Basic			183,060				183,001				183,048				182,633
Diluted			282,356				209,989				238,568				209,848

AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		September 30,				December 31,
		2009				2008
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	446,716			$	424,316
Restricted cash			2,679				4,880
Accounts receivable:
Trade, net of allowances			341,677				259,630
Other			5,171				14,183
Inventories			142,264				134,045
Other current assets			42,316				23,862
Total current assets			980,823				860,916
Property, plant and equipment, net			1,372,578				1,473,763
Intangibles, net			11,650				11,546
Restricted cash			6,317				1,696
Other assets			58,141				36,072
Total assets		$	2,429,509			$	2,383,993
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt		$	69,834			$	54,609
Trade accounts payable			324,981				241,684
Accrued expenses			220,349				258,449
Total current liabilities			615,164				554,742
Long-term debt			1,149,300				1,338,751
Long-term debt, related party			250,000				100,000
Pension and severance obligations			94,812				116,789
Other non-current liabilities			9,813				30,548
Total liabilities			2,119,089				2,140,830
Equity:
Amkor stockholders’ equity:
Preferred stock			—				—
Common stock, $0.001 par value, 500,000 shares authorized, issued and outstanding of 183,102 in 2009 and 183,035 in 2008			183				183
Additional paid-in capital			1,499,299				1,496,976
Accumulated deficit			(1,210,227	)			(1,278,221	)
Accumulated other comprehensive income			14,606				18,201
Total Amkor stockholders’ equity			303,861				237,139
Noncontrolling interests in subsidiaries			6,559				6,024
Total equity			310,420				243,163
Total liabilities and equity		$	2,429,509			$	2,383,993

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the Nine Months Ended
		September 30,
		2009				2008
		(In thousands)
Cash flows from operating activities:
Net income		$	68,401			$	167,529
Depreciation and amortization			230,887				229,501
Gain on debt retirement, net			(15,658	)			—
Other operating activities and non-cash items			(12,080	)			20,947
Changes in assets and liabilities			(114,740	)			39,414
Net cash provided by operating activities			156,810				457,391
Cash flows from investing activities:
Purchases of property, plant and equipment			(111,929	)			(317,109	)
Proceeds from the sale of property, plant and equipment			1,570				15,257
Proceeds from sale of investment			—				2,460
Other investing activities			(8,573	)			(702	)
Net cash used in investing activities			(118,932	)			(300,094	)
Cash flows from financing activities:
Borrowings under revolving credit facilities			—				619
Payments under revolving credit facilities			—				(633	)
Proceeds from issuance of short-term debt			15,000				—
Proceeds from issuance of long-term debt			100,000				—
Proceeds from issuance of related party debt			150,000				—
Payments of long-term debt			(272,214	)			(135,913	)
Payments for debt issuance costs			(8,479	)			—
Proceeds from issuance of stock through stock compensation plans			348				10,201
Net cash used in financing activities			(15,345	)			(125,726	)
Effect of exchange rate fluctuations on cash and cash equivalents			(133	)			2,197
Net increase in cash and cash equivalents			22,400				33,768
Cash and cash equivalents, beginning of period			424,316				410,070
Cash and cash equivalents, end of period		$	446,716			$	443,838